-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DSZvp4RvtTRf/fB4+fNCZK7oMGgu+PY/i+hF5jGJSYVCo8XSOdnzjue3aWMS54Wu qzXht5UCtsDB25OgToe3jw== 0000950137-96-000963.txt : 19960619 0000950137-96-000963.hdr.sgml : 19960619 ACCESSION NUMBER: 0000950137-96-000963 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960618 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIO TECHNOLOGY GENERAL CORP CENTRAL INDEX KEY: 0000722104 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133033811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34455 FILM NUMBER: 96582483 BUSINESS ADDRESS: STREET 1: 70 WOOD AVE S CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9086328800 MAIL ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 OMB APPROVAL ------------------------ OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC, 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO._3_)* Bio-Technology General Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 090578105 -------------------------------------------- (CUSIP Number) David J. Allen, Esquire, 28 W100 St. Charles Rd., West Chicago, IL 60185 (708) 231-2625 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 13, 1996 -------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 090578-105 PAGE 2 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Grace Brothers, LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC,OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / / ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7 SOLE VOTING POWER NUMBER OF 1,530,614 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,772,686 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,530,614 WITH 10 SHARED DISPOSITIVE POWER 1,772,686 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,303,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.56% 14 TYPE OF REPORTING PERSON* BD *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 090578-105 PAGE 3 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bradford T. Whitmore 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / / ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 3,625 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 3,625 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,625 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 Page 4 of 8 Pages Item 1. Security and Issuer This statement relates to common stock, par value $.01 per share (the "Common Stock"), issued by Bio-Technology General Corp., a Delaware corporation (the "Company"), whose principal executive offices are located at 70 Wood Avenue South, Iselin, New Jersey 08830. Item 2. Identity and Background (a) This statement on Schedule 13D is filed on behalf of Grace Brothers, Ltd. ("Grace") and Bradford T. Whitmore. Bradford T. Whitmore ("Whitmore") and Spurgeon Corporation ("Spurgeon") are the general partners of Grace. Grace is an Illinois limited partnership and Spurgeon is an Illinois corporation. (b) The business address of Grace and Whitmore is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. The business address of Spurgeon is 28W100 St. Charles Road, West Chicago, Illinois 60185. (c) The principal business of Grace is to purchase, sell, and invest in securities. Whitmore's principal occupation is that of being a general partner of Grace. The principal business of Spurgeon is that of being a general partner of Grace. (d) None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 5 Page 5 of 8 Pages subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Grace is an Illinois limited partnership and Spurgeon is an Illinois corporation. Whitmore is a citizen of the United States. Item 4. Purpose of Transaction This 13D is being filed to reflect the following occurrence: On June 13, 1996, Grace Holdings LP sold 550,000 shares of the Common Stock in the open market, as detailed on Schedule A. Except as set forth herein, Grace has no plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. (a) As of the date of this filing, Grace beneficially owns 3,303,300 shares of Common Stock, representing approximately 7.56 % of the outstanding shares of Common Stock. (b) Grace is the direct beneficial owner of 1,530,614 shares of the Common Stock and has the sole power to vote and dispose of such position. Grace may also be deemed to be the beneficial owner of securities held by its substantially wholly owned affiliates, and in such case, may be deemed to have shared power to vote and dispose of the positions of Grace Holdings, LP, an Illinois limited partnership (which is the owner of 1,364,000 shares of Common Stock) and Grace Brothers International, Ltd., a Bermuda corporation (which is 6 Page 6 of 8 Pages the beneficial owner of 408,686 shares of Common Stock). The principal business of Grace Brothers International, Ltd. is to purchase, sell, and invest in securities, and its address is Cedar House, 41 Cedar Avenue, Hamilton, Bermuda. The principal business of Grace Holdings, LP is to purchase, sell and invest in securities, and its address is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. Additionally, Whitmore is the direct owner of 3,625 shares of Common Stock. Neither Grace Brothers International, Ltd. nor Grace Holdings, LP has during the last five years, been convicted in a criminal proceeding or has been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (c) During the period of April 13, 1996 to June 13, 1996, the following transactions in the securities of the Company were effected by Grace and its substantially wholly owned affiliates: On June 13, 1996, Grace Holdings, LP sold 550,000 shares of Common Stock at prices ranging between $8.1875 and $8.625, as detailed on Schedule A. (d) No person other than the beneficial owners reported herein are known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of such shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None 7 Page 7 of 8 Pages Item 7. Items to be filed as Exhibits. None SIGNATURE Grace Brothers, Ltd., after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore ------------------------- Bradford T. Whitmore General Partner Dated: June 13, 1996 8 Page 8 of 8 Pages SCHEDULE A GRACE TRANSACTIONS: STOCK (SALES)
DATE AMOUNT PRICE/SHARE ---- ------ ----------- 06/13/96 9,500 $ 8-3/16 06/13/96 60,000 $ 8-1/4 06/13/96 328,500 $ 8-5/16 06/13/96 22,000 $ 8-11/32 06/13/96 120,000 $ 8-5/8
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